EUROPA CRUISES CORPORATION LETTERHEAD
| CAUTION |
March 10, 1997
Dear Shareholder:
A four-man group calling itself "The Committee To Improve Stockholder
Value Of Europa Cruises Corporation" is preparing to wage an expensive and
disruptive proxy contest at your Company's April 18 annual meeting in an attempt
to take over control of Europa's board of directors. Your board believes the
activities of this group are contrary to the best interests of Europa and its
shareholders and that this dissident bid for control should be rejected
decisively. Do not sign any blue proxy card you may receive from the
committee.
Please consider the following:
o The group appears to be headed by Peter Catalano, a New York stockbroker
and real estate developer. Since August 1992, Mr. Catalano has taken five
real estate partnerships into bankruptcy, not including his own personal
bankruptcy filed last year. The other "business experience" disclosed by
Mr. Catalano includes chairman of the board of Gold Star Cruises of
Galveston, L.C., an operator of gaming cruise ships. You should know that
after less than two years of Mr. Catalano's leadership, Gold Star Cruises
also went bankrupt. You should also know that a second nominee, Paul Wells,
was president of Gold Star Cruises.
o AMGAM Associates d/b/a in Mississippi as Gold Shore Casino, a wholly owned
subsidiary of American Gaming Entertainment, Ltd., was forced into
involuntary bankruptcy by its creditors in May 1995. John H. Glassey was a
Vice President of Corporate Development of American Gaming Entertainment,
Ltd. from April 1993 through December 1995.
o Unlike you, the candidates proposed by the committee have a total personal
investment in Europa Cruises of exactly zero dollars. They are not even
entitled to vote for themselves at the annual meeting.
o The committee discloses no plans for your Company's operations, other than
to "review the Company's affairs" and to "seek and share information about
the Company."
It is clear to us that the committee gives you no reason to support its
dissident candidates.
We are preparing additional information about the committee and its
candidates which we will mail to all shareholders along with management's proxy
material and WHITE proxy card for the annual meeting. We urge you to give this
important information your prompt attention. In the meantime, you are strongly
urged not to respond to any request to return the committee's blue proxy card.
Your interest and participation in the affairs of your Company are
appreciated.
Sincerely,
Lester E. Bullock
President and
Chief Executive Officer
<PAGE>
This solicitation is being made by the Management of the Company, whose
individual names and interests direct or indirect are set forth below:
Number of
Name and Address Shares Owned Percent(1)
- ---------------- ------------ ----------
Lester E. Bullock, President and director
150-153rd Avenue
Madeira Beach, FL 33708 5,306,270(2)(3) 16.91%
Debra Gladstone, Chief Financial Officer
150-153rd Avenue
Madeira Beach, FL 33708 67,045(4) *
Piers Hedley, director
150-153rd Avenue
Madeira Beach, FL 33708 329,500(5) 1.05%
Deborah A. Vitale, Esquire
Chairman of the Board and Secretary
1013 Princess Street
Alexandria, VA 22314 5,753,500(3)(6) 18.34%
- ----------------
* Less than one percent (1%).
(1) Common Stock and Preferred Stock amounts have been combined for the purpose
of calculating percentages.
(2) Includes 550,000 shares issuable on exercise of options exercisable within
the next 60 days and 4,750,000 shares held by the ESOP referred to in
Note[nb](3).
(3) As Trustees of the Company's Employee Stock Ownership Plan, Mr. Bullock and
Ms. Vitale vote 4,750,000 unallocated shares held by the ESOP.
(4) Includes 50,000 shares issuable on exercise of options exercisable within
the next 60 days.
(5) Includes 79,500 shares issuable on exercise of warrants issued to NWCM
Ltd., which were held for the benefit of Mr. Hedley and 250,00 shares
issuable on exercise of options exercisable within the next 60 days.
(6) Includes 1,000,000 shares issuable on exercise of options exercisable
within the next 60 days and 4,750,000 shares held by the ESOP referred to
in Note (3).
